Duties & Responsibilities. (a) During the Employment Term, Executive agrees to devote his entire business time, attention and energies to the business of the Company and its subsidiaries; provided however that Executive may engage in other activities that do not conflict with or interfere with the performance of his duties and responsibilities hereunder including without limitation (i) investing his assets or funds, so long as the business of any such entity in which he shall make his investments shall not be in direct competition with that of the Company, except that Executive may invest in an entity in competition with the Company if its stock is listed for trading on a national stock exchange or traded in the over-the-counter market and Executive’s holdings represent less than 5% of its outstanding stock; or (ii) acting as a director, trustee, officer or upon a committee of any other firm, trust or corporation if such positions do not unreasonably interfere with the services to be rendered by Executive hereunder and, as to future outside Board memberships, the Executive obtains the consent of the Company’s Board of Directors or the Company’s Nominating/Corporate Governance Committee; or (iii) being involved in educational, civic or charitable activities which do not unreasonably interfere with the services to be rendered by Executive hereunder. During the Employment Term, the Executive shall, if elected or appointed, serve as a director of the Company. (b) As CEO, Executive shall report solely and directly to the Board. The Executive shall at all times be the most senior executive of the Company. He shall have such senior executive powers, duties, authorities and responsibilities as are consistent with Executive’s position and title and as have been historically performed by Executive, including acting as chairman of any meeting of the Board (unless an independent Chairman of the Board is elected and except for meetings of the Board’s independent Directors), supervising financing, acquisitions and similar transactions and strategic planning for the Company consistent with his title and position, supervising the chief operating officer of the Company and directly or indirectly all other employees of the Company, and managing all activities of the Company, including without limitation, organizational structure and non-officer compensation. Without limitation on the foregoing, Executive shall have (i) complete senior management authority and responsibility with respect to the management and operations of the Company and its business, including implementation of the business strategy of the Company consistent with long-term strategy and policies approved by the Board, (ii) authority on behalf of the Company to employ and terminate employment of all Company personnel (other than the authority to terminate the employment of the CFO or General Counsel or any Internal Auditor without Board or relevant Committee approval), and (iii) authority to execute contracts on behalf of the Company in the discharge of his duties and responsibilities.
Appears in 1 contract
Samples: Employment Agreement (THQ Inc)
Duties & Responsibilities. (a) During the Employment Term, Executive agrees to devote his entire business time, attention and energies to the business of the Company and its subsidiaries; provided however that Executive may engage in other activities that do not conflict with or interfere with the performance of his duties and responsibilities hereunder including without limitation
limitation (i) investing his assets or funds, so long as the business of any such entity in which he shall make his investments shall not be in direct competition with that of the Company, except that Executive may invest in an entity in competition with the Company if its stock is listed for trading on a national stock exchange or traded in the over-the-counter market and Executive’s 's holdings represent less than 5% of its outstanding stock; or (ii) acting as a director, trustee, officer or upon a committee of any other firm, trust or corporation if such positions do not unreasonably interfere with the services to be rendered by Executive hereunder and the business of any such entity is not in direct competition with that of the Company, and, as to future outside Board board memberships, the Executive obtains the consent of the Company’s 's Board of Directors (the "Board") or the Company’s 's Nominating/Corporate Governance Committee; or (iii) being involved in educational, civic or charitable activities which do not unreasonably interfere with the services to be rendered by Executive hereunder. During the Employment Term, the Executive shall, if elected or appointed, serve as a director of the Company.
(b) As CEOPresident, Executive shall report solely and directly to the BoardCompany's Chief Executive Officer. The Executive shall at all times be the most senior executive of the Company, other than the Chief Executive Officer. He shall have such senior executive powers, duties, authorities and responsibilities as are consistent with Executive’s 's position and title and as have been historically performed designated by Executive, including acting as chairman of any meeting of the Board (unless an independent Chairman of the Board is elected and except for meetings of Chief Executive Officer and/or the Board’s independent Directors). Notwithstanding the foregoing, supervising financing, acquisitions and similar transactions and strategic planning for the Company consistent with his title and position, supervising the chief operating officer of the Company and directly or indirectly all other employees of the Company's production units, and managing all activities of the Companyincluding, including without limitation, organizational structure production, marketing and non-officer compensation. Without limitation on the foregoing, Executive publishing shall have (i) complete senior management authority and responsibility with respect report directly to the management and operations of Executive. In addition, the Company and its business, including implementation of Company's Chief Strategy Officer shall report directly to the business strategy of the Company consistent with long-term strategy and policies approved by the Board, (ii) authority on behalf of the Company to employ and terminate employment of all Company personnel (other than the authority to terminate the employment of the CFO or General Counsel or any Internal Auditor without Board or relevant Committee approval), and (iii) authority to execute contracts on behalf of the Company in the discharge of his duties and responsibilitiesExecutive.
Appears in 1 contract
Samples: Employment Agreement (THQ Inc)
Duties & Responsibilities. (a) During the Employment Term, Executive agrees to devote his entire business time, attention and energies to the business of the Company and its subsidiaries; provided however that Executive may engage in other activities that do not conflict with or interfere with the performance of his duties and responsibilities hereunder including without limitation
limitation (i) investing his assets or funds, so long as the business of any such entity in which he shall make his investments shall not be in direct competition with that of the Company, except that Executive may invest in an entity in competition with the Company if its stock is listed for trading on a national stock exchange or traded in the over-the-counter market and Executive’s 's holdings represent less than 5% of its outstanding stock; or (ii) acting as a director, trustee, officer or upon a committee of any other firm, trust or corporation if such positions do not unreasonably interfere with the services to be rendered by Executive hereunder and, as to future outside Board memberships, the Executive obtains the consent of the Company’s Board of Directors or the Company’s Nominating/Corporate Governance Committeehereunder; or (iii) being involved in educational, civic or charitable activities which do not unreasonably interfere with the services to be rendered by Executive hereunder. During the Employment Term, the Executive shall, if elected or appointed, serve as a director of the Company.
(b) As CEOCOO, Executive shall report solely and directly to the BoardChief Executive Officer. The Executive shall at all times be the most senior executive of the Company. He shall have such senior executive powers, duties, authorities and responsibilities as are consistent with Executive’s 's position and title and as have been historically performed by Executive, including acting as chairman of any meeting of the Board (unless an independent Chairman of the Board is elected and except for meetings of the Board’s independent Directors), supervising financing, acquisitions and similar transactions and strategic planning for the Company consistent with his title and position, supervising the chief operating officer of the Company and directly or indirectly all other employees of the Company, and managing all activities of the Company, including without limitation, organizational structure and non-officer compensation. Without limitation on the foregoing, Executive shall have (i) complete senior management authority and responsibility with respect to the management and operations of the Company and its business, including implementation of the business strategy of the Company consistent with long-term strategy and policies approved by the Board, (ii) authority on behalf of the Company to employ and terminate employment of all Company personnel (other than the authority to terminate the employment of the CFO or General Counsel or any Internal Auditor without Board or relevant Committee approval), and (iii) authority to execute contracts on behalf of the Company in the discharge of his duties and responsibilities.
Appears in 1 contract
Samples: Employment Agreement (THQ Inc)
Duties & Responsibilities. (a) During the Employment Term, Executive agrees to devote his entire business time, attention and energies to the business of the Company and its subsidiaries; provided however that Executive may engage in other activities that do not conflict with or interfere with the performance of his duties and responsibilities hereunder including without limitation
limitation (i) investing his assets or funds, so long as the business of any such entity in which he shall make his investments shall not be in direct competition with that of the Company, except that Executive may invest in an entity in competition with the Company if its stock is listed for trading on a national stock exchange or traded in the over-the-counter market and Executive’s 's holdings represent less than 5% of its outstanding stock; or (ii) acting as a director, trustee, officer or upon a committee of any other firm, trust or corporation if such positions do not unreasonably interfere with the services to be rendered by Executive hereunder and, as to future outside Board memberships, the Executive obtains the consent of the Company’s Board of Directors or the Company’s Nominating/Corporate Governance Committeehereunder; or (iii) being involved in educational, civic or charitable activities which do not unreasonably interfere with the services to be rendered by Executive hereunder. During the Employment Term, the Executive shall, if elected or appointed, serve as a director of the Company.
(b) As CEO, Executive shall report solely and directly to the Board. The Executive shall at all times be the most senior executive of the Company. He shall have such senior executive powers, duties, authorities and responsibilities as are consistent with Executive’s 's position and title and as have been historically performed by Executive, including acting as chairman of any meeting of the Board (unless an independent Chairman of the Board is elected and except for meetings of the Board’s independent Directors), supervising financing, acquisitions and similar transactions and strategic planning for the Company consistent with his title and position, supervising the chief operating officer of the Company and directly or indirectly all other employees of the Company, and managing all activities of the Company, including without limitation, corporate governance, organizational structure structure, and non-officer compensation. Without limitation on the foregoing, Executive shall have (i) complete senior management authority and responsibility with respect to the management and operations of the Company and its business, including implementation of the business strategy of the Company consistent with long-term strategy and policies approved by the Board, (ii) authority on behalf of the Company to employ and terminate employment of all Company personnel (other than the authority to terminate the employment of the CFO or General Counsel or any Internal Auditor without Board or relevant Committee approval)personnel, and (iii) authority to execute contracts on behalf of the Company in the discharge of his duties and responsibilities.
Appears in 1 contract
Samples: Employment Agreement (THQ Inc)